Business Context and Reporting Period
This Form 8-K, dated July 1, 2026, reports the completion of a merger by Richmond Mutual Bancorporation, Inc. (Richmond). Richmond, the holding company of First Bank Richmond, merged with The Farmers Bancorp (Farmers), the holding company of The Farmers Bank. Following the transaction, First Bank Richmond was renamed First Bank Midwest and continues as the surviving bank.
Key Financial Metrics and Transaction Terms
- Exchange Ratio: Each share of Farmers common stock converted into 3.40 shares of Richmond common stock (plus cash for fractional shares).
- Shares Issued: Richmond issued a total of 6,254,357 shares of common stock in connection with the merger.
- Equity Awards: Unvested restricted stock units of Farmers automatically vested; unvested performance share awards were terminated and settled in cash at target levels.
- Financial Statements: The filing does not provide specific revenue, profit, cash flow, or debt metrics for the combined entity. Pro forma financial information and financial statements of the acquired business are scheduled to be filed by amendment within 71 days.
Material Changes
- Corporate Structure: Farmers merged into Richmond; The Farmers Bank merged into First Bank Richmond (now First Bank Midwest).
- Board Composition: The board of directors expanded from six to eleven directors, adding five former directors of Farmers.
- Executive Leadership:
- Garry D. Kleer: Ceased serving as President of Richmond and CEO of First Bank Richmond; continues as Chairman and CEO of Richmond.
- Christopher D. Cook: Former CEO of Farmers, appointed President of Richmond and CEO of First Bank Midwest.
- Barbara A. Cutillo: Former Chairman of Farmers, appointed Vice Chair of the boards.
- Other Appointments: Paul J. Witte (Indiana Market President), Carroll A. Valentino (Chief Operations Officer), and Chad L. Kozuch (Chief Risk Officer) were appointed to new roles.
Outlook, Risks, and Unusual Items
Compensatory Arrangements: New executive officers (Cook, Valentino, Kozuch) entered into change in control agreements providing for severance and benefits upon qualifying terminations following a change in control. New directors are entitled to the same general compensation arrangements as existing non-employee directors.
Regulatory Filings: The issuance of shares was registered under a Form S-4 declared effective on April 3, 2026. Detailed financial impacts and pro forma data are pending future amendment filings.
Investor Verification Checklist
- Verify the pro forma financial statements to be filed within 71 days to assess the combined entity's liquidity, leverage, and earnings power.
- Review the Joint Proxy Statement/Prospectus (incorporated by reference) for detailed governance structures and director biographies.
- Examine the change in control agreements (Exhibits 10.1 and 10.2 of the S-4) to understand potential future cash outflows related to executive severance.
- Confirm the integration timeline and any regulatory approvals required for the renamed First Bank Midwest.